u/ManagementRoutine786

Josh Kilgore “ Whew! First month in the driver seat has been a banger! Super proud of the $BGDE team and everything that has been accomplished in our first 30 days! Some notables from the past month for all the Big Digital fans out there as follows:

1. Boots on the ground in PA to assess our sites.
2. Met with all team members and streamlined the staff to make sure everyone is pulling weight.
3. Road show in NYC pitching our vision to the who's who on the Street over multiple days!
4. Multi-days meeting all of the sell side analyst covering AI-HPC infrastructure players. Great guys and we were well received!
5. Currently working to resolve ALL outstanding litigation....we are not in the business of lawsuits!
6. And the one you all want to hear, we are nose to the grindstone prepping this company, it's assets, and future assets to go full blown AI-HPC.

There's a lot more going on behind the scenes and in due time we will report our progress. This company is heading in to its next phase and appreciate you all for being along for the journey! Big Digital things ahead!!! “

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Big Digital Energy (Nasdaq: BGDE) — formerly known as Mawson Infrastructure (MIGI) — has new management and a new Board of Directors put in place by an activist group that has bought about 29% of the 5.5 million shares outstanding and won control.

The underutilized existing 129 MW of powered capacity, a key asset in a power-constrained data center market, attracted the attention of savvy investors and have wasted no time in executing on it plan to enhance shareholder value. (After all, the activist group own 1.5 million shares.) BGDE's most important recent announcement is a 75 MW colocation / joint mining agreement with the following details:

⁠Approximately 25,000 ASIC (S19XP) Bitcoin miners to be deployed  

• ⁠12-month term, cancellable with 30 days’ notice (providing opportunity for BGDE to accommodate a potential AI customer)
• ⁠Uses existing capacity (no incremental Capex from BGDE)
• ⁠Designed to rapidly fill idle infrastructure and generate cash flow
• ⁠50/50 profit share between BGDE and the client
• ⁠BGDE receives 100% of cash mining proceeds upfront
• ⁠Client to be compensated with:
⁠• ⁠20% stock (VWAP)
⁠• ⁠80% warrants
• ⁠Implies a capital-light structure where the partner funds hardware while BGDE monetizes power. This structure effectively converts unused megawatts into immediate revenue.

The latest 8-K filing clarifies several important financial terms:

⁠Warrants issued at $20 strike price with 5-year duration (Over 4X the current market price)
• ⁠Equity issuance tied to monthly mining cash flows
• ⁠Affiliate compensation heavily skewed toward equity (vs. cash), supporting thesis of alignment with current shareholders.
• ⁠Contract utilization: 75 MW (~58% of current capacity)

Statement released from the top. Josh Kilgore

All, we’ve seen the reaction to the mining JV deal we put together and sincerely appreciate all of the good questions and thoughts you have shared with us. Our goal is to always be as transparent as we possibly can with our shareholders and the market. With that thought in mind we would like to add the following notes for some additional context.

As follows:

1. Our forward strategy for the Company is unchanged: Big Digital is Long Land, Long Infrastructure. Long Power. We are committed to utilizing every available electron and placing it in service where it serves the Company best. Today that makes us Long AI, Long HPC, and where it makes sense, Long BTC.

2. Today’s Reality: We have available, energized capacity that should not sit idle. The company has been maintaining an older fleet in addition to the Canaan CoLo deal and it made sense to provide a substantial refresh. The 25k S19XP’s that we are bringing in representing 75MW worth of compute were not sitting idle in the private co’s (Endeavor) hands. Endeavor strategically sought out this batch for this transaction.

3. This agreement is about bringing real revenue in the short term while we build toward higher-value workloads. We evaluated the opportunities in the market and determined this specific model would provide the highest upside while providing maximum flexibility should we have the ability to convert to a higher form of compute in the near term on these sites.

4. Deploying S19XPs is the most capital-efficient way to monetize that power today, with no capital outlay and no new liabilities for the Company. Endeavor funded this deal for the benefit of the Company. Based on current mining economics this fleet should provide the Company with $1m+ per month in new cash flow.

5. This is not a pivot away from AI/HPC. Our mandate is simple: allocate each MW to its highest-value use over time.

6. Importantly - this is flexible: The agreement is 12 months with termination rights, and structured so we can redirect power as better opportunities emerge in real time. If we had engaged with one of the OEM’s on a new CoLo deal the property and its power would have been tied up for at least 2 years. We specifically built this deal for the benefit of the Company in the near term with eyes on locking in the pivot to higher level compute.

7. We understand concerns around BTC exposure. This is a near-term cash flow bridge, not the long term play.

8. Bottom line:

•    Now: monetize idle capacity, strengthen cash flow
•    Next: scale into AI/HPC as counterparties and economics mature

We are executing both paths in parallel. Thank you to all who stand with us. Big Digital things ahead!

$MARA +11% after announcing non-dilutive acquisition of Long Ridge, a 505MW gas-fired plant in Ohio selling into PJM + ~1GW campus (up to 600MW new critical IT load) w/ AI/HPC potential

~$1.5B EV = ~10x EBITDA (~$144M) and ~$3.0M/MW

vs comps:

Gas M&A: ~7–8x EBITDA, ~$0.7M/MW

Miners / powered land: ~$0.3–1.0M/MW

AI infra (CIFR/WULF): ~$10–12M/MW (public EV)

MARA already operates ~200MW at the site (Hannibal), enabling near-term buildout of powered shell capacity without disrupting existing operations.

The 505MW plant will continue selling into the grid, generating cash flow while preserving optionality to layer in AI/HPC load over time.

Financing: ~$785M asset-level debt + BTC-backed equity --> avoids dilution but introduces ~5–6x leverage at the project level; future capex likely funded alongside partners (e.g., Starwood) once leases are secured.

Importantly, Fred can immediately ring the register on a new KPI: +505MW of Economic Triad capacity day 1. (ARR, the other new KPI, is still 0 until leases signed)

My 2 sats: smart non-dilutive pivot to infra, but tying incentives to MW raises the bar on not overpaying ahead of monetization.

$MARA +11% after announcing non-dilutive acquisition of Long Ridge, a 505MW gas-fired plant in Ohio selling into PJM + ~1GW campus (up to 600MW new critical IT load) w/ AI/HPC potential

~$1.5B EV = ~10x EBITDA (~$144M) and ~$3.0M/MW

vs comps:

Gas M&A: ~7–8x EBITDA, ~$0.7M/MW

Miners / powered land: ~$0.3–1.0M/MW

AI infra (CIFR/WULF): ~$10–12M/MW (public EV)

MARA already operates ~200MW at the site (Hannibal), enabling near-term buildout of powered shell capacity without disrupting existing operations.

The 505MW plant will continue selling into the grid, generating cash flow while preserving optionality to layer in AI/HPC load over time.

Financing: ~$785M asset-level debt + BTC-backed equity --> avoids dilution but introduces ~5–6x leverage at the project level; future capex likely funded alongside partners (e.g., Starwood) once leases are secured.

Importantly, Fred can immediately ring the register on a new KPI: +505MW of Economic Triad capacity day 1. (ARR, the other new KPI, is still 0 until leases signed)

My 2 sats: smart non-dilutive pivot to infra, but tying incentives to MW raises the bar on not overpaying ahead of monetization.